SEC Form 4 · accession 0000899243-18-006518
WW INTERNATIONAL, INC. · WW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oprah Winfrey
Director · 10% Owner
Period of report
Mar 2, 2018
Accepted (ET)
Mar 6, 2018 · 7:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000105319
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, no par value per share | Mar 2, 2018 | G | 361,000 | $0.00 | D | 6,009,283 | D | |
| Common Stock, no par value per shareF2 | Mar 2, 2018 | G | 361,000 | $0.00 | A | 361,000 | I | See Footnote |
| Common Stock, no par value per shareF3 | Mar 2, 2018 | S | 114,630 | $62.31 | D | 5,894,653 | D | |
| Common Stock, no par value per shareF4 | Mar 2, 2018 | S | 129,640 | $63.32 | D | 5,765,013 | D | |
| Common Stock, no par value per shareF5 | Mar 2, 2018 | S | 18,590 | $63.94 | D | 5,746,423 | D | |
| Common Stock, no par value per shareF6,F2 | Mar 2, 2018 | S | 83,112 | $62.32 | D | 277,888 | I | See Footnote |
| Common Stock, no par value per shareF7,F2 | Mar 2, 2018 | S | 85,280 | $63.35 | D | 192,608 | I | See Footnote |
| Common Stock, no par value per shareF8,F2 | Mar 2, 2018 | S | 11,610 | $63.95 | D | 180,998 | I | See Footnote |
| Common Stock, no par value per shareF9 | Mar 5, 2018 | S | 145,676 | $61.40 | D | 5,600,747 | D | |
| Common Stock, no par value per shareF10 | Mar 5, 2018 | S | 130,867 | $62.41 | D | 5,469,880 | D | |
| Common Stock, no par value per shareF11 | Mar 5, 2018 | S | 53,912 | $63.19 | D | 5,415,968 | D | |
| Common Stock, no par value per shareF12,F2 | Mar 5, 2018 | S | 84,912 | $61.57 | D | 96,086 | I | See Footnote |
| Common Stock, no par value per shareF13,F2 | Mar 5, 2018 | S | 56,144 | $62.42 | D | 39,942 | I | See Footnote |
| Common Stock, no par value per shareF14,F2 | Mar 5, 2018 | S | 39,942 | $63.24 | D | 0 | I | See Footnote |
| Common Stock, no par value per share | Mar 5, 2018 | M | 77,491 | $6.97 | A | 5,493,459 | D | |
| Common Stock, no par value per shareF15 | Mar 5, 2018 | S | 77,491 | $61.04 | D | 5,415,968 | D | |
| Common Stock, no par value per share | Mar 6, 2018 | M | 1,327,896 | $6.97 | A | 6,743,864 | D | |
| Common Stock, no par value per shareF16 | Mar 6, 2018 | S | 644,747 | $58.29 | D | 6,099,117 | D | |
| Common Stock, no par value per shareF17 | Mar 6, 2018 | S | 399,997 | $59.08 | D | 5,699,120 | D | |
| Common Stock, no par value per shareF18 | Mar 6, 2018 | S | 132,401 | $59.95 | D | 5,566,719 | D | |
| Common Stock, no par value per shareF19 | Mar 6, 2018 | S | 150,751 | $60.92 | D | 5,415,968 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy) | $6.97 | Mar 5, 2018 | M | 77,491 | D | Nov 16, 2015 | Oct 18, 2025 | Common Stock, no par value per share | 77,491 | 3,435,977 | D |
| Stock Options (right to buy) | $6.97 | Mar 6, 2018 | M | 1,327,896 | D | Nov 16, 2015 | Oct 18, 2025 | Common Stock, no par value per share | 1,327,896 | 2,108,081 | D |
Explanation of responses
- F1Reflects shares transferred by the Reporting Person as a gift to The Oprah Winfrey Charitable Foundation (the "Foundation").
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.00 to $62.99, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.00 to $63.48, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.00 to $61.99, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.00 to $62.99, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.00 to $63.47, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.00 to $61.10, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $57.57 to $58.565, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $58.57 to $59.565, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $59.57 to $60.56, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $60.57 to $61.50, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F2Reflects shares held directly by the Foundation, over which the Reporting Person may be deemed to have investment power. The Reporting Person disclaims beneficial ownership over the shares held by the Foundation. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person states that the inclusion of these shares in this report shall not be deemed an admission by the Reporting Person that she is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.72 to $62.71, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.72 to $63.71, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.72 to $64.20, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.79 to $62.78, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.79 to $63.78, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.79 to $64.20, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.00 to $61.99, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.